PACIFIC EDGE LIMITED — Director's Dealing 2023

Oct 25, 2023

DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF

==> picture [126 x 35] intentionally omitted <==

Ongoing Disclosure Notice

Disclosure of Directors and Senior Managers Relevant Interests

Sections 297(2) and 298(2), Financial Markets Conduct Act 2013

ToNZX Limited; and
Name of listed issuer:		Pacific Edge Limited
Date this disclosure made:		25-Oct-23
Date of last disclosure:		8-Sep-23
Director or senior managergiving disclosure
Full name(s):		Peter Meintjes
Name of listed issuer:		Pacific Edge Limited
Name of related body corporate (if applicable):		N/A
Position held in listed issuer:		Chief Executive Officer
Summary of acquisition or disposal of relevant interest (excluding specified derivatives)
Class of affected quoted financial products:		Options to acquire shares
Nature of the affected relevant interest(s):		Legal and beneficial owner
For that relevant interest-
Number held in class before acquisition or disposal:		Current interest in 10,989,382 ordinary shares, made up of 386,016 ordinary shares and 10,603,366 options to acquire ordinary shares
Number held in class after acquisition or disposal:		Current interest in 3,386,016 ordinary shares, made up of 386,016 ordinary shares and 3,000,000 options to acquire ordinary shares
Current registered holder(s):		Peter Meintjes
Registered holder(s) once transfers are registered:		N/A
Summary of acquisition or disposal of specified derivatives relevant interest (if applicable) Type of affected derivative: N/A Class of underlying financial products: N/A Details of affected derivative- The notional value of the derivative (if any) or the notional amount of underlying financial products (if any): N/A A statement as to whether the derivative is cash settled or physically settled: N/A
		N/A
		N/A
The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):		N/A
A statement as to whether the derivative is cash settled or physically settled:		N/A
Maturity date of the derivative (if any):		N/A
Expirydate of the derivative(if any):		N/A
Theprice specified in the terms of the derivative(if any):		N/A
Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlying financial products:		N/A
For that derivative,- Parties to the derivative: If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:
Parties to the derivative:		N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		N/A

DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF

Details of transactions giving rise to acquisition or disposal

Total number of transactions to which notice relates: 1

Details of transactions requiring disclosure-

Date of transaction: 25-Oct-23 ~~Issue of options to acquire ordinary shares~~ Nature of transaction: pursuant to an option agreement between Peter Meintjes and the Company dated on or about the date of this disclosure notice. Subject to the continuous employment of the option holder (other than as a result of death or disability), the options will vest in three equal tranches, being 2 Years after issue, 3 Years after issue and the last tranche 4 Years after issue. • Year 2 - 2,534,455 options • Year 3 - 2,534,455 options • Year 4 - 2,534,456 options Options must be exercised within 4 years of the relevant vesting date, unless the option holder ceases to be an employee of the Company (or a subsidiary) other than as a result of permanent retirement, death or disability in which case all options that have vested must be exercised within two months of the date on which the option holder ceases to be employed. Name of any other party or parties to the transaction (if known): N/A The consideration, expressed in New Zealand dollars, paid or received for the acquisition or disposal. If the consideration was not in cash and cannot be readily by converted into Options are issued for nil consideration. a cash value, describe the consideration: To exercise any of the Options, cash consideration of: o�NZD$0.253 per share for the Year 2 Options; o�NZD$0.285 per share for the Year 3 Options; and o�NZD$0.320 per share for the Year 4 Options, is payable on the exercise of the Options. The option holder will have the option to elect a cashless settlement in which case the Company will issue to the option holder a lesser number of shares calculated as: (i) the number of shares specified in the relevant option notice; less (ii) an amount equal to the total exercise price for the relevant options divided by the 5 day VWAP of the Company's shares on the NZX Main Board on the trading day before the option holder's exercise of the Options (such amount represented as a number of shares rather than a dollar value, and rounded down to the nearest share). Number of financial products to which the transaction related: Options to acquire 7,603,366 Shares If the issuer has a financial products trading policy that prohibits directors or senior managers from trading during any period without written clearance (a closed period) — include the following details Whether relevant interests were acquired or disposed of during a closed period: N/A

DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF

Whether prior written clearance was provided to allow the acquisition or disposal to proceed during the closed period: Date of the prior written clearance (if any):

N/A N/A

DocuSign Envelope ID: C410CAD5-E490-4811-BAAC-227E89173BBF

Summary of other relevant interests after acquisition or disposal:

		N/A
		N/A
Number held in class:		N/A
Current registered holder(s):		N/A
For a derivative relevant interest,-
Type of derivative:		N/A

Details of derivative,-

The notional value of the derivative (if any) or the notional amount of underlying financial products (if any):		N/A
A statement as to whether the derivative is cash settled or physically settled:		N/A
Maturity date of the derivative (if any):		N/A
Expiry date of the derivative (if any):		N/A
The price's specified terms (if any):		N/A
Any other details needed to understand how the amount of the consideration payable under the derivative or the value of the derivative is affected by the value of the underlyingfinancialproducts:		N/A
For that derivative relevant interest,-		N/A
Parties to the derivative:		N/A
If the director or senior manager is not a party to the derivative, the nature of the relevant interest in the derivative:		N/A

Certification

I, certify that, to the best of my knowledge and belief, the information contained in this disclosure is correct and that I am duly authorised to make this disclosure by all persons for whom it is made. Signature of director or officer: Date of signature: 24-Oct-2023 or Signature of person authorised to sign on behalf of director or officer: Date of signature: Name and title of authorised person: